Exhibit 4(b)(v)

                       ASSIGNMENT OF DECLARATION OF TRUST

     THIS ASSIGNMENT OF DECLARATION OF TRUST (the "Assignment") is made as of
the 31st day of August, 2001, by and between First Union Corporation, a North
Carolina corporation ("First Union"), and Wachovia Corporation, a North Carolina
corporation ("Wachovia").

                                    RECITALS

     WHEREAS, Central Fidelity Banks, Inc., a Virginia corporation ("Central
Fidelity"), The Bank of New York, a New York banking corporation (the "Property
Trustee"), and The Bank of New York (Delaware), a Delaware banking corporation
(the "Delaware Trustee") executed and delivered an Amended and Restated
Declaration of Trust, dated as of April 23, 1997, (the "Declaration of Trust"),
pursuant to which Central Fidelity, as Depositor, established a trust known as
"Central Fidelity Capital Trust I";

     WHEREAS, effective on December 15, 1997, a wholly owned subsidiary of
Wachovia merged with and into Central Fidelity and Central Fidelity then merged
with and into Wachovia, pursuant to the Agreement and Plan of Merger, dated as
of June 23, 1997, by Wachovia and Central Fidelity;

     WHEREAS, effective on December 15, 1997, Wachovia and Central Fidelity
executed and delivered an assignment of declaration of trust pursuant to which
Wachovia agreed to perform the obligations of Central Fidelity under the
Declaration of Trust;

     WHEREAS, effective as of September 1, 2001, Wachovia merged with and into
First Union, with First Union as the surviving corporation, pursuant to the
Agreement and Plan of Merger, dated as of April 15, 2001, as amended and
restated and otherwise amended or modified, between First Union and Wachovia;
and

     WHEREAS, Section 10.07 of the Declaration of Trust provides that Wachovia
will not assign its obligations under the Declaration of Trust unless, among
other things, the assignee agrees in writing to perform Wachovia's obligations
under the Declaration of Trust.

     NOW, THEREFORE, First Union hereby agrees to perform the obligations of
Wachovia under the Declaration of Trust.

     This instrument may be executed in any number of counterparts, each of
which is an original, but all such counterparts shall together constitute but
one and the same instrument.



     IN WITNESS WHEREOF, the parties hereto have caused this Assignment to be
duly executed as of the day and year first above written.

                             FIRST UNION CORPORATION


                             By:  /s/ Anthony Augliera
                                -------------------------------------
                             Name: Anthony Augliera
                             Title: Senior Vice President




                             WACHOVIA CORPORATION


                             By: /s/ Kenneth W. McAllister
                                -------------------------------------
                             Name: Kenneth W. McAllister, Esq.
                             Title: Senior Vice President and
                                        General Counsel